By the Bank. The Bank agrees to indemnify and hold harmless each Underwriter against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act or any other statute or common law or otherwise, and to reimburse the Underwriters for any legal or other expenses incurred by them in connection with investigating any claims and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereto, or in the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or the omission or alleged omission to state therein a material fact required to be stated therein or (in the case of the Registration Statement or any amendment thereto) necessary to make the statements therein not misleading or (in the case of the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the indemnity agreement contained in this Section 11(a) shall not apply to any such losses, claims, damages, liabilities or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon and in conformity with information furnished as herein stated or in writing to the Bank by or on behalf of any Underwriter for use in connection with the preparation of the Registration Statement or the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus or any amendment or supplement thereto, any Issuer Free Writing Prospectus filed or required to be filed pursuant to Rule 433(d) under the Act.
By the Bank. 9.2.1.1. If the Customer fails to fully and properly fulfill any of the obligations set forth in the Agreement;
By the Bank. (a) For Cause, upon written notice to the Executive pursuant to Section 1.5.1 hereof, in which event the Bank shall have no further obligation to the Executive except for the payment of any amounts due and owing under Section 4 on the effective date of termination;
By the Bank. (a) For Cause, following approval of such action by at least seventy-five (75%) of the membership of the Board of Directors of the Bank and only after providing Employee with at least thirty (30) days’ written notice, in which event the Bank shall have no further obligation to the Employee except for the payment of any amounts earned and unpaid as of the effective date of termination; or
By the Bank. The Bank can terminate this Agreement immediately at any time at its discretion, restrict the use that the Cardmember may make of the Credit Card without assigning reason or cause and without any notice thereto. Where the Bank terminates the Agreement, all amounts outstanding on the Card Account (including charges or cash advances not yet debited) will become due and payable immediately. The Bank may inform Merchant Establishment of cancelled Credit Cards. If the Credit Card is cancelled, you must cut it in two halves through the magnetic stripe, and return both halves to the Bank immediately. No annual fees or other charges shall be refunded on pro-rata basis.
By the Bank. (a) Reserved;
By the Bank. This Agreement and all of the Bank’s rights and obligations hereunder shall not be assignable by the Bank except as incident to a reorganization, merger or consolidation, or transfer of all or substantially all of the Bank’s assets, or to an affiliate of the Bank, subject to the Executive’s right under Section 4(a)(iii) above. In the event that the Bank’s rights and obligations hereunder are assigned to an affiliate of the Bank, the Board shall have the right in good faith to reasonably adjust the Executive’s line of reporting, duties and responsibilities under Section 2(a) as the Board shall reasonably deem appropriate in light of such assignment.
By the Bank. The Bank may terminate the Term of Employment and Employee’s employment under this Agreement at any time for “Cause” (as defined below) or without Cause. Upon any such termination by the Bank under this Paragraph 6(c) without Cause, the Bank shall be obligated to pay Base Salary to Employee at his then current Base Salary rate for the then current unexpired Term of Employment hereunder (which payments shall be made on the same schedule as Employee’s Base Salary was paid by the Bank during the Term of Employment), and, if Employee chooses to exercise his rights to purchase continued health insurance coverage under the Bank’s health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Bank shall reimburse Employee for the cost of such continued insurance coverage for the maximum period during which such coverage is available to Employee under COBRA, but not longer than the unexpired Term of Employment hereunder, and shall have no further obligations hereunder. The term “without cause” shall be deemed to include voluntary termination of this Agreement by Employee, within ninety (90) days’ following the occurrence of an event of “Good Reason” which will be deemed to have occurred if the Bank, without his consent, materially reduces Employee’s Base Salary, materially reduces his duties and responsibilities by removing him from an executive officer position, requires him to transfer his office more than 50 miles from his current principal work location, or materially breaches any term of this Agreement; provided, however, that the Bank shall have no obligation to make any payment to Employee following any such voluntary termination unless, (i) within thirty (30) days following the occurrence of the event of Good Reason giving rise to his right to terminate, Employee gives written notice to the Bank which describes such event and states his intention to voluntarily terminate his employment, and (ii) the Bank shall not have corrected, cured or remedied such event of Good Reason within thirty (30) days following its receipt of Employee’s above written notice. Upon any such termination with Cause, Employee shall have no further rights, and the Bank shall have no further obligations, under this Agreement. For purposes of this Paragraph 6(c), the Bank shall have “Cause” to terminate Employee’s employment if:
By the Bank. (a) For Cause, following approval of such action by the Board of Directors and upon written notice to the Executive subject to compliance with Section 1.8 hereof, if applicable, in which event neither the Bank nor the Company shall have any further obligation to the Executive except for the payment of any amounts earned and unpaid and any vested benefits as of the effective date of termination; or
